Issue No.

36746 Date:18/12/2016

THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

&

ARTICLES OF ASSOCIATION

OF

Good & Fast Packaging Co.

Ltd.

This document is digitally signed. Please find the soft copy to verify the signature.
 THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
OF
Good & Fast Packaging Co. Ltd.

I. The name of the company is Good & Fast Packaging Co. Ltd.

II. The registered office of the company shall be situated in Bangladesh

III. The objects for which the company is established are all or any of the following (all
objects will be implemented after obtaining necessary permission from the
Government/concerned authority/competent authority before commencement of the
business):

1 To set up factory and establish a manufacturing & production facilities for

manufacturing and producing, selling, exporting directly or to be deemed export all
kinds of Accessories & Packaging goods inter alia, included but not limited, Button,
Chemical, Corrugated Carton, Elastic & Drawstring, Gum Tape, Hanger, Interlining,
Multi Items, Packaging, Padding, Printing, Embroidery, Poly, PP Band, all kind of
Labels & Striker, Quilting & Padding, Resin, Sewing Thread, Screen Print, off set
multicolor printing and Zipper in Garment Accessories & Packaging Industry in
Bangladesh & Overseas carrying out the business of selling nationally and
internationally the production of the factory and facilities with EPZ and Non EPZ
Companies within Bangladesh and Outside Bangladesh.
2 To set up factory, business establishments, to produce, manufacture, trade and
purchase sell the products and related materials nationally and internationally in
terms of direct export, deemed export and import business of all sorts of packaging
and printings products, chemicals in Food and pharmaceutical industry with the
establishment of direct export or deemed export business with the local and
overseas establishments in Bangladesh and Outside Bangladesh.
3 To set up industry or industries and carry on the business of manufacturing,
producing, preparing, processing, sizing, dyeing, coloring, finishing, printing,
packaging, measuring of all kinds of accessories, packaging and all kinds of allied
goods and articles there from for the purpose thereof to establish, acquire, obtain,
import, install and maintain any existing or new factories, mills, plants, machinery or
any equipment, parts and accessories thereof and requisites made of both
synthetic and non-synthetic materials, papers produced by mechanized, semi-
mechanized means for importing and exporting from and to the countries of the
world.
4 To carry out import, procure and acquire all kind of properties, plant, equipment,
direct & indirect materials, intermediaries, semi-finished products, finished products
in accessories and packaging industry covering inter alia Ready made Garments,
Textiles, Food and Pharmaceutical Industries for establishing and setting-up
manufacturing and principal-agent-dealer business within and outside Bangladesh
along with the establishment of warehouse, & logistic center. To carry on the
business of indenting, trading, commission agents and export, import, buy, sell and
deal in and with whether as principals agents. To carry in Bangladesh or elsewhere
trade, business manufacture and to act as business agent, managing agents,
selling agents, local agents, sub-agents, sole agents, handling agents, commission
agents, indenting agents, indenters, stevedores, brokers for the benefit of the
company.
5 To carry out the business of and to act as managing agent, Exporters, Importers,
Indenters, Local Agents, Marketing & Sales Agents, Commission Agents, Shipping
Agents, Clearing and Forwarding Agents, Representatives, Distributors, Stockiest of
any kind of materials, dyes, chemicals, properties, plant, machinery, equipment,
products, services, technology and intellectual properties any local and overseas

This document is digitally signed. Please find the soft copy to verify the signature.
 companies in Bangladesh and outside Bangladesh.
6 To acquire and to take over from any individual, firm or company the good will
license, rights, privileges, Properties, Plant, Equipment & other assets and liabilities
belonging to the individual, firm or company or enter into agreement or contract
with any individual, firm or company in Bangladesh or foreign countries with a view
to establishing any joint venture industry or enterprise and to enter into
partnership or into any arrangement for sharing profits, union of interest, co-
operation, joint venture or reciprocal concession with any person or company
carrying on or engaged in any business so as directly or indirectly to benefit this
company and to advance money to guarantee the contracts any such person or
company and to take or otherwise acquire shares and securities of any such
company and to sale, hold, re-issue, with or without guarantee or otherwise deal
with the same.
7 To acquire and undertake the whole or any part of the business property and
liabilities of any person or company carrying on any business which the company is
authorized to carry or possess finding suitable for the purpose of the company and
also to promote any company or companies for the purpose of acquiring all or any
of the property rights and liabilities of this company and to appoint representative
or agents and constitute agencies of the company in any part of the world. To
carry on the business of indenting, trading, commission agents and export, import,
buy, sell and deal in and with whether as principals agents. To carry in Bangladesh
or elsewhere trade, business manufacture or to act as business agent, managing
agents, selling agents, local agents, sub-agents, sole agents, handling agents,
commission agents, indenting agents, indenters, stevedores, brokers for the benefit
of the company.
8 To attain the business objectives company may enter into Partnership, Joint-
venture, take over or Amalgamate with any other company and also to take Loans
from Bank/other Financial Institutions in such a manner as may company thinks fit.
9 To mortgage the property and assets of the company as securities for loans and/or
any credit facilities to be given to any associate company or companies or third
party and also to give guarantee securing liabilities of such associate company or
companies and/or third party.
IV. The liability of the members of the company is limited by shares
V. The Authorized Share Capital of the Company is TK. 100000000 ( Ten Crore ) divided
into 1000000 ( Ten Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with power
to increase or reduce the capital and to divide the shares into different classes and to
attach thereto any special right or privileges or conditions as regards dividends,
repayment of capital, voting or otherwise or to consolidate or sub-divide the shares.

This document is digitally signed. Please find the soft copy to verify the signature.
 We, the several persons, whose names addresses are subscribed below are desirous of
being formed into a company in accordance with this Memorandum of Association and
we respectively agree to take the number of shares in the capital of the company set
opposite to our respective names.
SL Name Position No. of Signature
No. Shares of
Taken subscribers
1 Name : Mrs. Su Lijing Chairman 4000
Father's Name : Wife of Zhuang Lifeng ( Four sd/-
Mother's Name : Su Wendun Thousand
Address : No. Bike, 12/F, Fu Shing CRT 396 Chai shares)
Wan Road, China. , N/A
Date of Birth : 23-AUG-71
E-mail : leo@lizfashion.com
Phone : 01817294669
TIN : 861538616031
NID/Passport No. : G55400588
Nationality : Chinese
2 Name : Mr. Zhuang Lifeng Managing 6000
Father's Name : Zhuang Ronglin Director ( Six sd/-
Mother's Name : Jin Zhu Xu Thousand
Address : No. Bike, 12/F, Fu Shing CRT 396 Chai shares)
Wan Road, China. , N/A
Date of Birth : 12-NOV-68
E-mail : leo@lizfashion.com
Phone : 01711527906
TIN : 737284282427
NID/Passport No. : G54182406
Nationality : Chinese

Witness 1 Witness 2

Name : KAMRUL HASSAN, Advocate Name : SABBIR AHMED, ITP

Address: 205/5, Al-Bashir Plaza (4th Floor), Address: 205/5, Al-Bashir Plaza (4th Floor),
Motijheel C/A, Dhaka-1000. Motijheel C/A, Dhaka-1000.
Phone : 01720962984 Phone : 01724583160

NID : NID :

This document is digitally signed. Please find the soft copy to verify the signature.
 THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION
OF

Good & Fast Packaging Co. Ltd.

PRELIMINARY

1. The Regulations contained in the Schedule- 1 of the Companies Act 1994 shall have
as is hereby expressly modified or excluded, apply to this Company as are applicable
to Private Limited Company. so far only as they are not negative or modified by or
are not contained in the following articles or any other articles that may from time
to time be framed by the company.

INTERPRETATION

2. In construing of these Articles unless there shall be something repugnant in the

subject or context inconsistent there with : a. Act means the Companies Act, XVIII
of 1994. b. Company means the GOOD & FAST PACKAGING CO. LTD. c. Office means
the Registered Office of the Company for the time being. d. Year means the English
Calendar year as followed by the Company. e. Month means the calendar month
according to the English Calendar year. f. Directors means the Board of Directors of
the Company for the time being. g. Board or Board of Directors means the Board of
Directors of the Company for the time being. h. In Writing means written or printed,
partly written and partly Printed and includes lithography, type printed and other
means representing word in a visible form. i. Word imparting the singular number
only includes the plural number and vice versa. j. Member means the legal owner
the share name where of being appeared in the Members register.

PRIVATE COMPANY

3. The Company is a Private Limited Company within the meaning of Section 2(1) under
clause (q) of the Companies Act, 1994 and accordingly the following shall apply:-

a. No invitation shall be issued to the public to subscribe for any share or debenture
of the Company.
b. The number of Members of the Company (exclusive of the persons who are in the
employment of the Company) shall be limited to fifty only: Provided However that
when two or more persons hold one or more shares jointly in the Company, they will
be treated as a single member and
c. The right to transfer of shares of the Company is restricted in the manner and to
the extent hereinafter provided.

BUSINESS

4. The Company shall be entitled to commence business from the date of its
incorporation. The Business of the Company shall include all or any of several
objects as expressed in the Memorandum of Association.
The business of the Company shall be commenced from the date of incorporation of
the company.

SHARE CERTIFICATE

5. The certificate of title to share and duplicate thereof whenever necessary shall be
issued to the members under the common seal of the company and shall be signed
by the Chairman and Managing Director of the company.

This document is digitally signed. Please find the soft copy to verify the signature.
 If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued
on such evidence being produced and such indemnity (if any) being given as the
Directors require and (in case of defacement or wearing out) on delivering of the old
certificate and on payment of such sum not exceeding Tk.5.00 as the Directors may
from time to time require.

SHARE CAPITAL

6. The Authorized Share Capital of the Company is TK. 100000000 ( Ten Crore )
divided into 1000000 ( Ten Lac ) Ordinary Shares of TK 100 ( One Hundred ) each
With powers to increase and reduce the capital of the Company for the time being
in accordance with the provisions of the Companies Act 1994.

The shares of the Company shall be under the control of the Directors, who may
allot and issue the shares to such persons in accordance with the decision arrived
at a meeting of the Board of Directors.

7. Every person applying for shares of the Company shall specify his name, address
and occupation to be entered in the register of members, such address shall be
deemed to be his place of residence to which all notices from the Company shall be
sent and the Company will not be responsible to any member for the non-receipt of
any notice for the non-payment of dividends or for any other matter due to the
change of address of any member unless such change of address is notified in
writing to the Company.

CALL ON AND FORFEITURE

8. The joint holders of shares shall be individually as well as jointly liable for the
payment of any call or installment due in respect of the share held by them.

The Directors may from time to time, make call upon the members in respect of any
money remaining unpaid on the shares held by them and no call shall be less than
twenty five percent of the nominal value of the share and each member shall
subject to receive fourteen days notice specifying the time and place of payment,
pay to the Company the amount called on his share at the time and place so
specified in the notice, if the requirement of the notice as aforesaid is not complied
with any share in respect of which the notice has been given may at any time
there after be forfeited by a resolution of the Board of Directors to that effect.

9. The forfeited share may be sold or otherwise disposed of in such manner as the
Directors may think fit and at any time before sale or disposal, the forfeiture may be
cancelled in such manner and on such terms and conditions as the Directors may
think fit.

LIEN

10. The company shall have a paramount lien on every share (not being a fully paid
share) for all moneys called or payable at a fixed time in respect of that share, the
company lien, if any, on a share shall extend to all dividends payable thereof.

TRANSFER AND TRANSMISSION OF SHARES

11. The Instrument of Transfer of any shares in the Company shall be executed both
by the transferor and the transferee and the transferor shall be deemed to remain

This document is digitally signed. Please find the soft copy to verify the signature.
 holder of the share until the name of the transferee is entered in the register of
members in respect thereof.

With the approval of the Board of Directors any share may be transferred by a
shareholder to his or her wife, husband, sons, daughters, brothers, sisters, father,
mother no share be transferred to any person who is not a member of the Company
so long as any member is willing to purchase the same at the fair value to be
determined by the Board of Directors at their discretion.

12. The Board of Directors shall determine the procedure ascertaining whether any
member is willing to purchase any share at their discretion.

Every member desirous of transferring his/her shares shall at the first instance offer
the same to the existing members of the Company.

The Directors may without assigning any reason whatsoever decline to register any
transfer of share including transfer to any person who is a member of the Company.

INCREASE OF SHARE CAPITAL

13. The Directors may, with the sanction of any ordinary resolution of the Company
previously passed in a general meeting, increase its share capital by the issue of the
new shares. Such increase is to be of such amounts and to be divided into shares of
such respective value as the Company in general meeting may direct and if no
direction be given then as the Directors shall think fit.

BORROWING POWERS

14. The Directors may from time to time borrow from any source any sums of money
required for the purpose of the Company and raise and secure the payment of such
money in such manner and upon such terms and conditions in all respects as they
may think fit and in particular by the issue of shares or by making, drawing,
accepting or endorsing on behalf of the Company any promissory notes, bill of
exchange or by giving or issuing any of the securities of the Company or by the
creation of mortgage, charge of hypothecation all or any of the properties of the
Company both present and future, including the uncalled capital of the Company for
the time being and the Directors may on behalf of the Company guarantee the
whole or any part of such loan or debts incurred by the Company with powers to
secure guarantor against liability in respect of such loan or debts.

GENERAL MEETING

15. There shall be at least one ordinary general meeting to be called the Annual General
Meeting. It should be held every calendar year as soon as practicable after the
annual closing of account of the Company but not later than fifteen months from
the date of the last Annual General Meeting of the Company. The first General
meeting shall be held within 18 months from the date of its incorporation. All
meeting of the Company shall be called and preside over by the Chairman.

PROCEEDING AT GENERAL MEETING

16. Subject to the provisions of Section 87 (2) of the Act related to special resolutions
at least fourteen days¿ notice from the date posting, the notice specifying the
place the date and hour of the general meeting shall be and in the case of special
business, the general nature of such business shall be notified to the members,
which may, with the written consent of all the members, be called by shorter notice
and in such manner as the members think fit.

This document is digitally signed. Please find the soft copy to verify the signature.
 QUORUM (AGM)

17. 2 (Two) shall be transacted in any Annual general meeting unless a quorum of
Director is present at the time when the meeting proceeds to business.

QUORUM (Board Meeting)

18. 2 (Two) A meeting of the Directors at which a quorum is present shall be competent
to exercise all or any of the powers and authorities of the Directors. Unless
otherwise determined Two Directors shall form the quorum of a Directors Board
Meeting.

Any resolution or circular signed by all the Directors shall be as valid and effectual
as if it has been passed at a meeting of the Directors duly called and constituted.

The Directors may at any time call a Board Meeting of the Board of Directors. They
may also elect one of them to be the Chairman of the Company in a vacant post.

19. All acts done at a Board Meeting of the Directors shall, notwithstanding that it was
afterwards discovered that there was some defects in the appointment of such
Directors or that they or any one of them were disqualified to be a Director be as
valid and effectual as if every such person had duly been appointed and was duly
qualified to be a Director Provided that nothing herein contained shall be deemed to
give validity to any act done by such Director or person acting as aforesaid after it
has been shown that there was some defect in his appointment or that they or any
one of them were disqualified to be Director.

VOTE OF MEMBERS

20. On a show of hands every member present in person and entitled to vote shall have
one vote and upon a poll every member present in person or by proxy or power of
attorney shall have one vote in respect of every share held by him.

On a poll, vote may be given either personally or by a proxy or under a power of

attorney or by a person appointed under Section 86 of the Companies Act, 1994 A
proxy must be a member of the Company.

No member shall be entitled to vote at any general meeting unless all calls or other
sums presently payable by him to the Company in respect of the share held by him
has been paid.

21. Any person entitled under the transmission clause to the transfer of any share, may
vote at any general meeting in the same manner as if he were the registered holder
of such share provided that at least 48 hours before the time of holding the meeting
or adjourned meeting as the case may be at which he proposes to vote he shall
satisfy the Directors of his rights as transferee to such shares unless the Board of
Directors or the Managing Director shall have previously admitted his right to vote
as such meeting in respect thereof.

DIRECTORS

22. Unless Otherwise determined by the company in general meeting the number of
directors shall not be less than 2( Two ) and not more than 50( Fifty ).The
following persons shall be the first directors of the company unless anyone of them
voluntarily resigns the said office or otherwise removed therefrom under the
provisions of section 108(1) of the companies Act, 1994.

This document is digitally signed. Please find the soft copy to verify the signature.
 1. Mrs. Su Lijing
2. Mr. Zhuang Lifeng

QUALIFICATION SHARES

23. The qualification of a Director of the company shall be holding in his/her own name
or in the name of the company or share holder he represents 500 (Five Hundred)
ordinary shares of Tk. 100/- (One Hundred) each. Unless the Board of Director
decides otherwise each Director shall receive by way of remuneration a sum not
exceeding Tk. 500.00 per meeting attended by him/her and such the traveling and
other allowances as may be decided by the Board of Directors from time to time.

24. The Directors shall have power at time and from time to time to appoint any other
person to be a Director of the Company either to fill up a casual vacancy or as an
addition to the board by co-option so that that the total number of Directors shall
not at any time exceed the maximum number of Directors fixed by the Company.

POWER OF DIRECTORS

25. The business of the Company shall be managed by the Directors who may pay all
expenses incurred for the formation and registration of the Company and may
exercise all such powers of the Company as are not forbidden by the Companies
Act, 1994 or any statutory modification or reenactment thereof for the time being in
force or by the Articles required to be exercised by the Company in general meeting,
subject nevertheless to any regulation being not inconsistent with the aforesaid
regulations or provisions as may be prescribed by the Company in general meeting.
But no regulations made by the Company in general meeting shall invalidate any prior
act or acts of the Directors which would have been valid if that regulation had not
been made.

DISQUALIFICATION OF DIRECTORS

26. The office of a Director shall be vacated if the Director:

a. Fails to obtain the time as specified under Section 97 (i) of the Companies Act,
1994 or at any time thereafter ceases to hold the share qualification necessary for
his/her appointment: or
b. The company may appoint or remove a Director from the company in its Annual
General Meeting.
c. If found to be a person of unsound mind by a court of competent

Jurisdiction: orIf an adjudged insolvent: or

d. Absent himself/herself from 3 (three) consecutive meetings of the Directors or
from all meetings of the Directors for a continuous period of three months whichever
is longer without leave of absence from the Board of Director: or
e. Voluntarily resign from the office.

27. The Directors shall meet together for the dispatch of business of the Company
adjourn or otherwise regulate their meeting as they may think fit.

CHAIRMAN

28. Mrs. Su Lijing shall be the first Chairman of the Company for 5 (Five) years from the

This document is digitally signed. Please find the soft copy to verify the signature.
 date of incorporation of the Company and shall hold his position until he resigns
voluntarily or otherwise becomes disqualified under provision of Section 108 (1) of
the Companies Act, 1994.

MANAGING DIRECTOR

29. Mr. Zhuang Lifeng shall be the first Managing Director of the Company for 5 (Five)
years from the date of incorporation of the Company and shall hold his position until
he resigns voluntarily or otherwise becomes disqualified under provision of Section
108 (1) of the Companies Act, 1994.

30. For the services to be rendered by the Managing Director he will receive such
remuneration whether as salary or commission or participation in the profits of the
Company or partly in another as decided by the Company in the general meeting
held subsequent to his assumption of office.

POWER OF MANAGING DIRECTOR

31. Subject to accountability to the Board of Directors of the company shall enjoy and
exercise the following powers:
a) The Board of Directors will run the day- to- day affairs of the Company.
b) To generally manage all concerns and affairs of the Company to appoint
employees, officers, agents, advisers, organizers, engineers, scientists, technicians,
labors, servants, messengers, peons, guards and others for the purpose of the
Company, to remove or dismiss them and to appoint others in their place and to pay
or cause to pay such salaries, wages, commission, allowances or other remuneration
as may be deemed fit and proper and in particular to sanction and spend the
preliminary expenses of the Company.
c) To call all sort of meetings within the company including meeting of the board of
directors, annual general meeting, extraordinary general meetings.
d) To preside over the meeting; To focus on fund flow and financial management of
the company;

32. e) To call all sort of meetings within the company including meeting of the board of
directors, annual general meeting, extraordinary general meetings.
f) To preside over the meeting;
g) To focus on fund flow and financial management of the company;
h) To endorse the decisions made by Board of Directors.
i) To approve the report of the auditor / audit report;
j) To approve the budgetary plan(s) placed by the concerned departments which
are duly endorsed by the Board of Directors;
k) To approve the expansion / investment plan placed by the Board of Directors
subject to satisfaction of the Board of Directors;

33. l) To act as supreme authority in respect of conflict resolutions and disciplinary

actions taken against employees.
m) To promote, demote, punish, sack, transfer or re-designate any employee.
n) To sign documents and cheque on behalf of the Company or to delegate the
power to any Director, officer, person or attorney and subject to approval of the
Board to give General Power of Attorney on behalf of the Company. o) To borrow
and raise any sum of money by loan or otherwise on mortgage or hypothecation on
such securities and terms as he may deem fit and execute, sign, seal or deliver all
necessary documents or do any act in this behalf.

This document is digitally signed. Please find the soft copy to verify the signature.
 p) To purchase, sell, left out, exchange, or otherwise dispose of absolutely or
conditionally property and asset of the Company for the purpose of the Company
subject to the approval of the Board of Directors.

34. q) To settle, compound, submit to arbitration and/ or to withdraw actions,

accounts, claims, demands whatsoever whether arising in any legal proceeding or
not.
r) Subject to the approval of the Board of Directors purchase or otherwise acquire
at such prices and generally on such terms and conditions as he may deem fit any
property, right, privileges and concessions as the Company is authorized to acquire
and he may invest the reserve fund of the Company or dispose of the same on
behalf of the Company as he may deem fit and proper.
s) To execute and to do, in the name of the Company, all such deeds and things as
are necessary for welfare of the Company.
t) To sign and to verify plaints, written statements, petitions, vakalatnamas,
authorizing legal practitioners to act on behalf of the Company in all courts (civil,
criminal) within Bangladesh or abroad.

BANK ACCOUNT

35. The company shall open Bank Account(s) with any Scheduled Bank(s) and shall
operate the same under the Single signature of the Managing Director of the
Company or the Board of Directors of the Company will take any other decision.

ACCOUNTS AND AUDIT

36. The Directors shall cause to be kept proper books of account with respect to:-
a. All sums received and spent by the Company.
b. All sales and purchases of goods and services by the Company.
c. The assets and liabilities of Company.

The books of account shall be kept at the registered office of the Company or at
such place as the Directors shall think suitable and shall be open to inspection by
the Directors during business hours.

37. An auditor or auditors shall be appointed by the Company and their duties shall be
regulated in accordance with the provisions of Sections 210 to 213 of the
Companies Act, 1994. Every accounts when audited and signed by the Auditors and
Directors and approved at a general meeting shall be conclusive unless so far as any
error is discovered therein before the audit of the next successive year¿s accounts.
Whenever such an error is discovered the same shall forth with be rectified.

COMMON SEAL

38. The Company shall have a common seal, which will remain in the custody of the
Managing Director. Every instrument to which the seal is affixed shall be counter
signed by the Managing Director or by any other Director. Such seal and signature
shall be conclusive evidence of the fact that the seal has been properly affixed.

NOTICE

39. When a notice is sent by post, the service of the notice shall be deemed to have

This document is digitally signed. Please find the soft copy to verify the signature.
 been affected by properly addressing, prepaying and posting the letter containing
the notice, unless contrary is proved to have been effected at the time at which
the notice would be delivered in the ordinary course of post.

A notice may be given by the Company to any member either personally or by

sending the same by post to him of his registered address by advertisement in the
local newspaper, circulating in the neighborhood of the registered office of the
Company.

Any notice to be given by the Company to any member, may be signed, written or
printed.

DIVIDEND AND RESERVE

40. The Company in Annual general meeting may declare a dividend but no dividend shall
exceed the amount recommended by the Directors and no dividend shall be paid
otherwise than out of the profits of the Company for the year or from any other
undistributed profit and no dividend shall carry any interest as against the Company.
The Directors may from time to time pay the members such interim dividends as
they think fit and reasonable.

The Directors may create reserve fund out of profits of the Company and they shall
have the absolute authority as to the employment of the reserve fund by way of
capitalization or otherwise.

CAPITALIZATION OF THE RESERVE

41. The Company in general meeting may resolve that any money, investments or other
assets forming part of the undistributed profit of the Company and standing to the
credit of the reserve fund or in the hands of the Company and available for dividend
be capitalized and distributed among such of the shareholders as would be entitled
to receive the same if distributed by way of dividend and in the same proportion on
the footing that they become entitled there to as capital and that all or any part of
such capitalized fund be applied on behalf of the shareholders in paying up in full
any un-issued shares, debenture or debenture stock of the Company which shall be
distributed accordingly or in or towards the payment of the uncalled liability on any
issued share and that such distribution or payment shall be accepted by the
shareholders in full satisfaction of their interests in the said capitalized sum.

INDEMNITY

42. The Directors, Managing Director, Manager and any other officers of the Company
shall be indemnified for all losses and expenditure incurred by them in the faithful
discharge of their respective duty, except his willful acts, neglects or defaults and it
shall be the duty of the Company to pay out of the funds of the Company in cash all
losses and expenditure incurred by the Directors, Managing director, Manager or
other officers of the Company. The amount for which the indemnity has been
provided shall immediately attach a lien on the property of the Company and shall
have priority over all other claims.

Neither any Director, Managing Director, Manager and any other officers of the
Company shall be held liable for any loss or damage happening to the Company and
arising from any torturous act of any other person or for any other loss or damages
or misfortune due to act of Government.

SECRECY

The Directors, Manager, Secretary, Officer, Auditors, Agents or other person

This document is digitally signed. Please find the soft copy to verify the signature.
 43. employed in the business of the company shall have to observe (by signing a
declaration form) strict secrecy respecting all matters which may come to his/ her
knowledge in the discharge of the duties when required to do so by resolution of the
company or by a court of law or where the person connected is required to do so in
order to comply with any provision of the law or in these presents.

ARBITRATION

44. Any dispute arising among the Directors themselves or between members and the
Board of Directors and to the true interpretation of this articles or the implication
there of shall be referred to the Arbitration. Arbitration will be dealt and settled
under the Arbitration Act, 2001.

WINDING UP

45. If the Company shall be wound up and the assets available for distribution among
the members as such shall be insufficient to repay the whole of the capital paid up
such deficit shall be born by the members in proportion to the capital paid up or
which ought to have been paid up at the commencement of the winding up on the
shares held by them respectively. If in a winding up the assets available for
distribution among the members shall be more than sufficient to repay the whole of
the capital paid up at the commencement of the winding up the excess shall be
distributed among the members pro rata.

This document is digitally signed. Please find the soft copy to verify the signature.
 We, the several persons, whose names addresses are subscribed below are desirous of
being formed into a company in accordance with this Articles of Association and we
respectively agree to take the number of shares in the capital of the company set
opposite to our respective names.

SL Name Position No. of Signature

No. Shares of
Taken subscribers
1 Name : Mrs. Su Lijing Chairman 4000
Father's Name : Wife of Zhuang Lifeng ( Four sd/-
Mother's Name : Su Wendun Thousand
Address : No. Bike, 12/F, Fu Shing CRT 396 Chai shares)
Wan Road, China. , N/A
Date of Birth : 23-AUG-71
E-mail : leo@lizfashion.com
Phone : 01817294669
TIN : 861538616031
NID/Passport No. : G55400588
Nationality : Chinese
2 Name : Mr. Zhuang Lifeng Managing 6000
Father's Name : Zhuang Ronglin Director ( Six sd/-
Mother's Name : Jin Zhu Xu Thousand
Address : No. Bike, 12/F, Fu Shing CRT 396 Chai shares)
Wan Road, China. , N/A
Date of Birth : 12-NOV-68
E-mail : leo@lizfashion.com
Phone : 01711527906
TIN : 737284282427
NID/Passport No. : G54182406
Nationality : Chinese

Witness 1 Witness 2

Name : KAMRUL HASSAN, Advocate Name : SABBIR AHMED, ITP

Address: 205/5, Al-Bashir Plaza (4th Floor), Address: 205/5, Al-Bashir Plaza (4th Floor),
Motijheel C/A, Dhaka-1000. Motijheel C/A, Dhaka-1000.
Phone : 01720962984 01724583160
Phone :
NID : NID :

This document is digitally signed. Please find the soft copy to verify the signature.